Spider-Man and Oola
by gunman
Summary: Spider-Man gets teleported to Jabba's Palace, ending up in the Rancor Pit the same time as the female Twi'lek dancer Oola and must use his powers to save her.
1. Meet The Twi'lek Dancer

_**SPIDER-MAN and OOLA  
**_by Gunman

Disclaimer: I do not own Spider Man or Star Wars.

Summery: Spider-Man gets teleported to Jabba's Palace, ending up in the Rancor Pit the same time as the female Twi'lek dancer Oola and must use his powers to save her.

Idea from wereknight.

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Chapter 1  
**Meet The Twi'lek Dancer**

Spider-Man blinked his eyes open, looking around and noticing that there was something wrong.

He was not where he should have been.

The last thing he remembered was he was helping the Fantastic Four battle Doctor Doom and his new plot to destroy the Four and take over the world. Doom was trying to activate his trans-dimensional portal and escape, only to have the energy surge swallow him and Doom whole.

Now, he didn't know where he was.

"Wake up! Wake up! Please!" a female voice shouted as a pair of green hands pushed against him.

"Wha... huh?" Spider-Man groaned.

"Unhand Me, Monster! None shall devour Doom!" a familiar mechanical voice shouted as a beast's growl was heard.

"Oh, no. Doom's here?" Spider-Man groaned as he blinked open his eyes, looking up and gasping.

Dr Doom, dressed in his gray armor and green hood, cape, and tunic, was struggling in the grip of a large creature he had never seen before. It was a good 10 meters tall, brownish leathery skin, large claws on four fingers of each hand, a large mouth filled with teeth. In its right hand was Doom, whose arms were pinned against his sides as the beast snarled at him.

"Once I get my hands free, I will destroy you!" Doom shouted at the monster.

"He's really not arguing with... yes he is." Spider-Man groaned as he forced himself up.

Looking to his right, he saw a shapely, green-skinned alien woman wearing a flimsy net costume loosely held together by narrow leather strips. Her most distinguishing feature was her two long head-tails that draped down behind her. She looked at him with fear. Not fear of him, but of the monster that was holding the devious Dr Doom.

Spider-Man understood why she was afraid. She was worried she was going to be next on the menu.

"What is that thing?" he asked the woman.

"Rancor!" the woman shouted.

The monster roared as it bit down upon Doom's armor and head.

"Oh, man!" Spider-Man groaned as the Rancor was electrocuted by the armor. The beast growled and hurled the armored autocrat against the wall of its cavern.

A sickening thud was heard as Doom's body slammed against the rock walls, his body dropping down into the dirt and sand.

"Ouch." Spider-Man said with a wince as he looked at the unconscious form of the sorcerer/scientist who had given him and his allies a world of headaches.

The green-skinned woman tugged on his arm. Spider-Man looked at her as she pointed at the giant monster that was lumbering towards them.

"Right. Monster." he said nonchalantly, his mind still reeling from his sudden transportation to this strange place. "Stay here." he said, ushering the woman away, telling her to get back as he rushed towards the beast.

He leapt forward and rolled under the Rancor's legs and jumped back to his feet as the beast turned around and lunged at him again.

"Gotta take this thing down fast and hard!" Spider-Man shouted as he leapt up onto the creature's right arm and jumped up onto its shoulder.

The Rancor roared at the red and blue garbed human, who suddenly leapt forward, punching the beast in the jaw with a solid right cross with his fist. The Rancor roared in pain, its head jerking slightly to the side, as if in a daze, as Spider-Man attacked again, punching its forehead right between the eyes, stunning the mighty monster and causing it to tumble onto its back.

What's more, it landed right on top of Dr Doom.

Spider-Man jumped off of the beast, his hand swelling with pain.

"Ouch! That thing's head has got to be mostly bone." he grumbled as he was suddenly glomped by the green-skinned alien woman who hugged him tightly.

"Thank You! Thank You! Thank You!" she cried as she hugged him tightly, burying her head into the crook of his neck.

"Uh... you're welcome." he gasped as the woman started crying. "Hey. Hey it's alright." he said as he hugged the woman back.

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Within minutes of his victory over the monstrous Rancor, Spider-Man and the green-skinned woman found themselves cuffed by a group of strange-looking humanoid creatures brandishing weapons and brought before a large slug-like creature who looked upset.

Actually, Spider-Man couldn't tell if the slug was upset, but its tone suggested as such.

The slug-like creature shouted something he didn't understand, and seconds later a gold-plated humanoid robot appeared next to it.

"Yes, yes. I am here, your worshipfulness. Yes?" the gold robot asked.

The slug-like creature started shouting at the robot, but Spider-Man got the feeling that it was talking about him.

"The high exalted Jabba the Hutt, demands to know who you are and what you have done to his pet Rancor." the gold robot asked him.

"Uh... my name is Spider-Man, and I knocked out that... did you say 'pet'?" Spider-Man asked the robot.

"Yes I did. Well, he did." the robot said.

"And he was planning to feed it... with us?" the webslinger asked.

"Well, to be quite honest, you just appeared out of nowhere when Ms Oola was dropped into the pit." the gold robot explained.

The large slug, now identified as Jabba, shouted something at him again, the gold robot translated.

"His great excellence, the mighty Jabba the Hutt, has found you guilty of assault to his Rancor, and has declared you to be executed by the end of the week." the gold robot said.

"Really? I just get here, save my own neck, and the life of this lovely lady, from being eaten by a monster, and you're gonna execute me for that?" Spider-Man gasped.

"Yes." the robot said. "I mean, I'm not, the great Jabba is."

Jabba shouted something else at the webslinger.

"And... Ms Oola as well. Since she was saved from the Rancor, by you, she will be executed along with you at a predetermined time. For now you shall be placed in prison cells to await execution." The gold droid said.

Spider-Man glared at the robot, more than a little curious as to why he seemed so... human? He was skittish and nervous and cowardly. Like an obedient servant. Maybe it was just his programming?

"Eaten by a monster, or executed for punching out said monster. What crazy world did Doom bring us to?" he muttered to himself as he and the green-skinned woman, now identified as Oola, were lead away from the main throne room.

The pair were ushered into the lower levels of Jabba's palace, seeing dozens of prison holding cells which held various other alien creatures, each of whom were snarling and snapping at the new arrivals.

They were pushed into a small cell with only one bed and what seemed to pass for a toilet. Actually, the 'bed' looked like a flat slab made of sandstone with only a dusty old pillow to rest your head. The guards undid their cuffs and left them alone, closing the steel-grate door behind them.

"Well, I can't say I like the accommodations, but considering I'm gonna be executed soon, it could be worse." Spider-Man quipped as he rubbed his wrists.

"Thank you." Oola said to him as she sat down on the bed.

"'Thank you'?" he asked as he looked at her. "I unintentionally signed your death warrant as well as my own. And all for saving our lives." he said.

"I was already dead, when Jabba dropped me into that Pit. I should be dead now. But it is still better than what I faced every day of my life." she said.

"What do you mean?" he asked.

"I am a slave. Tricked into dancing here in Jabba's palace. You don't know what I have been through in my years here." she explained.

"Tell me." he said as he sat next to her.

Oola sighed as she told Spider-Man of her life. How she was tricked by a fellow Twi'lek named Bib Fortuna into serving as Jabba's dancer and slave, who made it sound like palace life was glamorous and exciting. And Oola herself naïvely thought she could leave whenever she wanted. Aside from dancing for Jabba, wearing her incredibly revealing outfit, she would also have to pleasure him whenever he wanted. She told him how she was miserable, how she had been defiled, fed scraps, and brutalized by the guards in order to make her more subservient to the slimy Hutt, whom Peter learned was actually a gangster, a term he was familiar with.

She had spent a long time here, and wanted nothing more than to escape this horrible life.

She had heard, from the gold robot, called C-3PO, that a Jedi Knight named Luke Skywalker was on his way to bargain for the release of his friends.

That had given Oola so much hope that she danced the greatest dance of her life, which unfortunately had enticed Jabba into wanting more than a dance from her, which she utterly refused, and caused her to be dropped into the Rancor Pit to be eaten.

That was when she saw that there were already two other people in the Pit.

_We arrived right before she was dropped into the Pit._ Spider-Man realized. _And no one noticed?_

Then he thought better of it.

_It's where they probably dump their garbage. For disposal._ Spider-Man thought.

Spider-Man was suddenly broken out of his mental musings, when he felt his mask being pulled up past his mouth, right before his lips were smashed by the full, pouty lips of Oola. His eyes went wide as Oola's arms wrapped around his neck, her body straddling his as she deepened the kiss.

He was so shocked, he didn't have the strength or desire to pull away from her.

A minute later, as Oola broke the kiss, Spider-Man just stared at the woman.

"What... why... did you kiss me?" he gasped, trying to regain his thoughts at what she had just done.

"I was thanking you, for saving my life." she said in a husky tone.

"But... you don't know me and you..."

"We may die tomorrow. Or the day after. And with everything I've been through, I just want..." she started to explain.

Spider-Man sighed as he understood what she was talking about.

After everything she had been through, being a slave and being abused and almost being eaten, this was a reprieve from that life. Almost like a rescue.

Spider-Man sighed as he pulled his arms around the woman and hugged her close, even as his left hand reached up and pulled his mask fully off of his head.

Oola just looked at his face, glad that her savior was a handsome young man with soft brown hair and kind hazel eyes. She smiled as she leaned in, kissing his cheek before resting her head on his shoulder, her arms coming up underneath his own to hold onto him tightly.

"My name... is Peter Parker." he whispered to her.

"And I am Oola." she whispered back to him, properly introducing herself this time.

It didn't matter to her if he had two names or not. Right now, she had a friend and even a protector, which was far more than she ever had since being brought to Jabba's palace.

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It was 24-hours later, and both Peter and Oola had grown closer in their captivity.

They were currently lying together on the stone bed, the sexy Twi'lek dancer curled up against her handsome protector, drawing comfort from him after a horrible life as Jabba's slave.

Peter had been up for a couple hours, just thinking.

The cell bars were stronger than they looked, but Peter was sure he could have broken them off their hinges and escaped with Oola. He could take out the guards, that wasn't a problem. But protecting Oola would be an issue, especially when he learned that Jabba's palace was in the middle of a desert and he didn't know how to pilot a speeder or a transport to the nearest space port. Then there was the issue of money to get passage on a ship, especially one they could trust.

They would most likely be captured by Jabba's forces if they tried to escape, or by Tuskin Raiders, (according to Oola, who had heard about them), or any other monster or alien creature that existed on this planet. And if that didn't do it, the heat and arid desert environment would claim them.

And after learning they were on an alien planet, Peter was incredibly worried that they weren't going to make it anywhere safe. Especially since the Hutts controlled the whole planet.

Peter eventually accepted that he was in a completely different universe, one that he didn't know anything about, except what Oola had told him, and her knowledge was seemingly limited.

To make matters worse, they had no supplies, no allies except the other prisoners and Peter wasn't sure they could be trusted. This didn't include Dr Doom, however, who was declared dead when the Rancor's keeper brought Jabba the remains of his crushed armor and body.

The keeper actually had the decency to inform Peter of this, showing him Dr Doom's crushed metal gauntlet, with his hand still inside it.

Peter actually winched at seeing it.

Doom would have been the only one to get them back to their universe, and since he had no way of knowing if Reed or the other brainiacs from his world were even trying to get him back, he realized he was stuck.

After thinking about it, Peter actually wondered if it wouldn't have been easier for them to just leave him in this world to die.

That was a depressing thought, but it was something he had to accept.

Then again, if he didn't find a way out of this mess, both he and Oola would be executed. Peter let out a sigh as he looked at Oola, who was resting with her head on his chest. She just seemed happy, which she had never been since becoming a slave.

Having been told of her life before he arrived, Peter wondered if this was the first time she had ever been happy in all the years since being brought to this place.

Just then, their cell door opened up.

The large, green-skinned, pig-faced guards were holding out a pair of cuffs, grunting and waving for them to step out of the cell.

The instructions were clear enough for Peter. Gently waking his sleeping companion up, the pair were cuffed and led out to a waiting hovercraft-like vehicle that Peter had never seen before.

Oola called it a skiff. They were joined by two other human prisoners and a large Sasquatch-like creature who were also cuffed like they were. There were also four guards keeping watch over them.

The group was bunched up together, which allowed them to talk.

"So... what did they get you for?" the sandy-blond haired young man in black clothes asked.

"Self-defense, actually." Peter said. "I'm Peter Parker and this is Oola." he introduced.

"Those are my friends, Han Solo and Chewbacca. And I'm Luke Skywalker." he said, introducing his fellow prisoners and himself.

At hearing this, Oola looked over and gasped. She hadn't recognized Luke right away, her mind more preoccupied with how Peter would protect her.

This was the Jedi Knight who was coming to save his friends, and possibly rescue her.

Peter looked at the young man, realizing the same thing that Oola was thinking.

"Does this mean you have a plan to get us out of here?" Peter asked.

"I do. Any enemy of Jabba's is a friend of ours." Luke said.

"Good to know. How can I help?" Peter asked.

"Just stick close to the others. When the fighting starts, try to keep control of this skiff." he said to the young man.

"You know, I think my vision's actually getting better." Han said, standing on the other side of Luke. "Instead of a big dark blur I can see a big light blur."

"There's nothing to see. I used to live here, you know." Luke said.

"You're gonna die here, you know? Convenient." Han said.

"Just stick close to Chewie and Lando. I've taken care of everything."

"Oh. Great." Han said sarcastically.

Eventually the skiff, which was being followed by another skiff filled with Jabba's guards and a large sailing barge that Jabba was obviously on, reached their destination.

Looking over the edge of the skiff carefully, Peter saw a large pit in the sand with some kind of large creature inside it. The creature seemed almost plant-like, it had a strange looking beak-shaped mouth protruding from the center, and several tentacles reaching out of the pit itself.

"Oh great! Out of the mouth of a Rancor, and into the mouth of... what is this thing?" Peter asked aloud.

"It's called a 'Sarlacc Pit'." Luke said.

"Cute." Peter said sarcastically.

"Victims of the almighty Sarlacc, his excellency hopes you will die honorably. But should any of you wish to beg for mercy, the great Jabba the Hutt will now listen to your pleas!" C-3PO shouted from the large sailing barge.

"3PO! You Tell That Slimy Piece Of Worm Ridden Filth, He'll Get No Such Pleasure From Us!" Han shouted to the gold robot. "Right?" he asked the large furry creature behind him.

"Argh!" Chewie roared.

"Jabba! This is your last chance! Free us, or die!" Luke shouted.

Peter's ears heard nothing but laughter coming from the sailing barge.

"I guess that's a 'no' then." Peter mumbled.

Oola could only nod in response.

(_Move him into position_!) Jabba ordered in his native tongue.

The guard pushed Luke towards the end of the plank with his pike.

And was it Peter's imagination, or did Luke seem entirely too calm? And what was that little salute he just gave?

Luke jumped off the plank, spun around, grabbed the end of the plank with his hands, and spring boarded back into the air and back onto the skiff.

At the same time, something popped from the sailing barge and flew towards him. Peter saw Luke stretch out his hand, and grab a silver and black cylinder-like object before pressing a button on the side. A blade of green energy shot out from one end of it, and Peter realized it was a laser sword of some kind.

He watched as Luke slashed at one of the guards, the second he did that one of the guards, whom he assumed was 'Lando', took off his helmet and punched the third guard that was there.

Peter grunted and flexed his muscles, breaking his bonds with ease.

Luke just stared at Peter in surprise.

"I've got my own skills." Peter said.

"I see that." Luke said as several people, from the second skiff to the upper deck of the sailing barge, started to shoot at them.

Peter punched the fourth guard that was trying to grab Oola, knocking him off the skiff, and then freed Oola from her cuffs with ease. He gripped her shoulders gently, pushing the Twi'lek dancer towards the back of the skiff.

"I've got to go help them. Stay here. You'll be safe." Peter said to her.

"Be careful." Oola said, leaning in to gently kiss Peter on the cheek.

Peter smiled back at her, only to gasp when he saw an armored man with a jet pack fly from the sail barge and land on their skiff, pulling a strange blaster rifle at Luke. The young Jedi sliced the gun in half, before he started redirecting laser fire from the guards on the sailing barge. The bounty hunter fired some kind of cable from his wrist, wrapping Luke up in it, until another laser blast from the guards on the barge knocked both of them down. Luke was free of the cable in seconds, but the bounty hunter was on the ground and slightly dazed.

The second skiff, with more of Jabba's men, was slowly drifting towards them, the guards firing their guns at Luke.

Luke ran towards them and jumped from his skiff to the second skiff, and was batting laser fire away with his green bladed laser sword.

Peter pulled his mask over his head before he rushed towards the skiff's plank, using it as a spring board to jump across the Sarlacc Pit and land on the side of the sailing barge.

Oola just gasped in amazement as she saw her protector and friend perform such a leap. Even a Jedi couldn't have pulled that off.

Spider-Man crawled up the walls of the sailing barge with ease, until he was on the observation deck. The second he got up there, Jabba's henchmen opened fire on him again and again. Spider-Man dodged laser blast after laser blast easily, something that seemed far easier than dodging bullets back in New York City.

Looking back, he gasped when he saw the jet pack wearing bounty hunter attempt to shoot Luke in the back. He was relieved, however, when Han suddenly spun around and struck his jet pack with a large lance he was carrying. The jet pack ignited, throwing the bounty hunter across the Sarlacc Pit and into the thick walls of the sailing barge, before falling into the pit itself.

One of the guards that was on the second skiff, unconscious from the breakout, got back up while Han and Chewie were trying to save Lando from the Sarlacc Pit. He turned and saw Oola and rushed her, trying to capture her to use as a hostage. Oola, however, saw him, and retaliated, kicking him in the gut and smacking his nose with the palm of her hand. This stunned the guard and allowed Oola to throw a high kick (which was thanks to her athletic dancing skills) to the guard's head, knocking him off the skiff and towards the Sarlacc Pit.

Oola actually grinned, not having expected to use her dancing skills in actual combat.

It felt... liberating.

Back on the sail barge, Spider-Man rushed the guards, flipping through the air, kicking and punching everyone that was trying to kill him. Some of the guards even fell off the side of the barge and into the Sarlacc Pit.

Luke eventually emerged on the deck of the sailing barge, deflecting laser fire with his sword and back at the guards.

Spider-Man paused briefly when a brown-haired woman in a gold and reddish metal bikini and long skirt rushed out from the lower decks.

"Get the gun! Point it at the deck!" Luke shouted to the woman.

Spider-Man punched out one of the large, pig-faced guards before another guard pulled a blaster and fired at Luke, striking his hand.

"AH!" the young Jedi shouted, covering his hurt hand.

Luke quickly recovered and slashed at the guard who had shot him.

Another guard rushed towards Spider-Man, only to have the webslinger step out of the way allowing the guard to rush past him, and allowing Spider-Man to give him a push at his back that hurled him off the barge and into the Sarlacc Pit.

_That thing's gotta be eating well today._ Spider-Man thought to himself.

Three more guards rushed up onto the deck and charged the group. Luke and the woman saw them, only to see Spider-Man jump towards them, feet first, and kicking the trio off of the barge in one shot.

Luke and the woman looked at each other in shock.

Luke kicked the lever on the gun, triggering the large double-barrel gun to fire at the ship itself.

Seeing Luke and the woman swing away towards the skiff on a cable, Spider-Man jumped over the side of the sailing barge, and allowed himself to slide down a few feet before springing off the wall with all his might, propelling himself once again over the Sarlacc Pit and towards the waiting skiff where Oola and the others just watched as he flew through the air and landed hard on the floor.

"Okay? Let's get going! And don't forget the droids!" Luke said to Lando.

"We're on our way!" Lando said as he punched the controls of the skiff while Oola rushed over and hugged Spider-Man around the neck.

The skiff used its magnet hoist to pull two different-looking robots from the sand on the other side of the sail barge, (Peter actually recognizing the gold droid from Jabba's throne room and the sail barge) before the skiff accelerated and raced away from the barge, right before a huge fireball consumed the entire ship.

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Within less than an hour, Peter and Oola were flying high above the desert planet, guests of Luke Skywalker and his allies, aboard a ship called _The Millennium Falcon_.

("_I'll meet you back at the Fleet_.") Luke said from his own ship.

"Hurry. The Alliance should be assembled by now." Leia Organa said into the mic.

("_I will_.")

"Hey, Luke! Thanks. Thanks for coming after me. I owe you one." Han said into the communicator.

Without saying a word, Luke and his droid, R2-D2, flew off in a different direction than the _Falcon_.

"And now, we need to get changed out of these ridiculous outfits." Leia said to Oola, before turning to Spider-Man. "And then we need to see about you."

The pair of women went into the back of the ship.

"Personally, I wouldn't mind having them keep the outfits." Lando said with a smirk.

"Don't let Leia hear you say that." Han said as Chewie growled his agreement.

"Right." Lando huffed as he turned towards Spider-Man. "So what's your story?"

"Well... it all started when I was just a little baby..." Peter began, once he removed his mask.

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Leia took Oola and got changed out of their rather provocative slave outfits, the pair talking while they did.

"So... how did you and... what is your friends name anyway?" Leia asked.

"His name is Peter." Oola said as she got cleaned up.

_The Falcon_ didn't have a shower, but Leia had managed to provide cleaning materials since their last trip to the Alliance medical ship.

"Peter." Leia said his name, trying to get a feel for it. "How did you and Peter meet?"

"I was a slave to Jabba the Hutt. Jabba wanted me to pleasure him, but I refused. He dropped me into the Rancor Pit, to have his pet beast devour me. It was there that I met Peter and his other ally. A man he called... Dr. Doom. Doom was caught by the Rancor, and..."

"Wait. They were in the pit _before_ you? And the Rancor didn't get them?" Leia asked once she was dressed in a pair of pants, a shirt and a vest.

"I didn't understand how they got into the pit without anyone knowing. But Peter was unconscious. I woke him up as the Rancor was trying to devour Dr Doom. It tossed him away when his armor shocked the beast. Peter then defeated the Rancor in order to protect me." Oola explained.

At hearing that, Leia gasped in shock.

"He... defeated... the Rancor?" she gasped in disbelief.

"Yes." Oola said.

"How?" she asked.

"He punched it in the face." she stated.

Leia was now thoroughly shocked and confused.

"He punched... a Rancor... in the face?" Leia asked in continued bewilderment.

"Yes. Knocked it unconscious." Oola said as she comfortably dressed herself in a white dress, now more comfortable that her body was more covered than it had been.

Somehow, Leia knew she wasn't joking, but... it was so hard to believe.

"That's... impossible!" Leia gasped, her boots now half-way on her feet.

"I assure you, he did." Oola said. "I saw it."

Leia Organa was naturally skeptical of having heard of Spider-Man's exploits, so she decided to test this theory. Going to the forward cargo hold, she found a spare chromium steel bar that Chewie had pulled out of the main maintenance hatch because it was unnecessary. It was heavy, but she could manage it.

"What are you doing, Miss Leia?" Oola asked.

"I'm going to test Peter." Leia said as she headed to the cockpit.

Oola followed Leia to the front of the ship, where Peter was eating something that looked like a candy bar.

"Peter?" Leia said to the young man.

"Yes?" the webslinger asked the princess.

"I want you to bend this bar of reforged chromium." she said simply.

The group looked at Leia in shock, then looked to Peter.

"Uh... why?" Peter asked.

"Oola told me how you defeated a Rancor. I want to see if that's true." she said, handing him the bar of chromium steel.

"Seriously, Leia?" Han asked. "Even Chewie can't bend that bar."

"I know." she said.

Peter looked at the bar in his hand. It was about three feet in length, and about as thick as a quarter.

Taking a deep breath, Peter gripped the sides of the bar, and slowly began bending the ends towards each other.

The group, which included Oola, Leia, Han, Chewbacca, Lando and C-3PO just watched as Peter slowly bent the chromium bar from a long straight piece into what looked like an almost perfect box spring.

It was coiled around and around at least four times from end to end. Oola just looked at Leia, giving her a slightly smug smile as Peter handed the steel 'spring' back to the princess.

The whole group looked stunned at the physical feat Peter had just accomplished.

"Sorry it took so long. I haven't eaten much in the last 24-hours." Peter said with a shrug.

At hearing that Peter was not actually at his full strength, the whole group had a very similar thought: they wanted him on their side!

"I... think we can find a place for you in the Alliance." Leia said.

"You're offering me a job?" Peter asked.

"They'd be stupid not to offer you a job." Lando said.

"Well, if that offer extends to Miss Oola, then I accept." Peter said with a smile.

Oola smiled at Peter, happy he was thinking of her well-being.

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Authors Notes:

This was just a small simple idea that I developed upon the suggestion from another author. He wanted to see what I could do with this pairing.

So, here it is and I hope he's happy.

This will probably be a two-chapter story. The next chapter will take place mostly on Endor. I haven't decided if I'll have anything too different, but expect some surprises and all.

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EXTRA SCENE

Peter was in his quarters upon _Home One_, going over the history of the Galactic Republic, when a communication suddenly came into his quarters, on the screen of his computer in front of him.

"Peter? Is that you?" Sue Richards asked.

"Wha... Sue? Reed?" Peter gasped when he saw their faces.

"Thank goodness!" Sue cried.

"We've been trying to contact you through a subspace transdimensional hole in the barriers of our universe and the one you ended up in." Reed said.

"And if I knew what that meant, I'd be honored you figured it out." Peter said back to them.

"Doom's designs was completely different than what I was used to, but..." Reed started to say.

"We're going to try and find a way to bring you back." Sue said.

"Uh... thanks, but... I can't leave." Peter replied.

"What?" Sue gasped.

"It's complicated. Listen, right now I'm with a group of people who are trying to overthrow a tyrannical regime run by a guy who calls himself The Emperor." Peter explained. "And, actually, there's another issue."

"What issue?" Sue asked.

"Peter! The shower's free." Oola said to him.

Sue and the others just looked at the webslinger.

"You've got a girlfriend?" Johnny asked, suddenly showing his face on the screen, nearly pushing his sister's head to the side.

"Uh... kind of. It's a work in progress." Peter said sheepishly.

"Is she hot?" Johnny asked, his sister and his faces now filling the screen.

Suddenly, Oola appeared behind Peter, her shapely nude body wrapped in a white towel. Johnny's jaw dropped.

"Who are you talking to, Peter?" Oola asked as she leaned against Peter, her chest pushing up against his back

"Jeez, Pete! A green woman? Who do you think you are? Jim Kirk?" Johnny gasped.

"Johnny!" Sue admonished her brother.


	2. Lieutenant Parker

_**SPIDER-MAN and OOLA  
**_by Gunman

Disclaimer: I do not own Spider Man or Star Wars or their characters.

Summery: Spider-Man helps The Alliance prepare for their battle against the Empire. All the while Oola tries to figure out her own place in the universe now that she is free.

Idea from wereknight.

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Chapter 2  
**Lieutenant Parker**

(_Millennium Falcon_)

When Peter had seen the high-tech, saucer-shaped space ship that was capable of traveling at light-speed, he naturally had tons of questions regarding the technology of their universe.

After telling Leia, Han and the others of the world he came from, and the life he had lived (he had told Oola about his life while they were in their holding cell, how he had acquired his powers and why he did what he did as Spider-Man) the group of Rebels were only more confidant that Peter would be an asset to their crusade against The Empire.

The main problem, as Peter saw it, was that the letters and characters of their universe were different than what Peter was used to reading. Fortunately, he was intelligent enough to learn and adapt to a new language system. With a little help from C-3PO and Leia as to what each symbol meant, he was quickly able to read the words off of their terminals.

Peter in turn was able to teach Oola, who had lacked the basic fundamentals of an education while in Jabba's palace.

Eventually, the _Falcon_ reached the rendezvous point, and Peter and Oola saw dozens of ships of various styles and sizes floating together in a tight formation.

"Whoa! That's your fleet?" Peter asked.

"That's it." Leia said with pride. "Dozens of ships, thousands of soldiers. Our last and best chance to overthrow the Empire."

"All this advanced technology. Not sure what I can bring to your cause." Peter said.

"Like I said, I'm sure we can find a place for you." Leia replied.

When the _Falcon_ docked aboard the largest ship in the fleet, which Leia called _Home One_, the brown-haired woman personally escorted Peter and Oola to see Mon Mothma, a high-ranking member of the Alliance.

"So this Mon Mothra is your leader?" Peter asked, rather amazed that the people around them weren't staring at him and whispering about his appearance.

Then again, there were several alien species about so his red and blue costume wasn't too unusual.

Oola stuck close to Peter, her arms hugging his left arm as he followed Leia.

"Mon Mothma." Leia corrected him. "She's one of the people who helped form the Alliance, over six years ago. Along with my father, Bail Organa, military leader Garm Bel Iblis, and Jedi Master Rahm Kota, they were the start of the Rebel Alliance.

Just then, as if by fate, they encountered a pair of unique individuals.

One was an older-looking man with pale white eyes that indicated his lack of vision. He was dressed in a combination of robes and armor, including wrist gauntlets and gray boots, and carried a cylinder-like object that looked like Luke's on his belt. The second was a younger-looking female with pale skin, orange eyes, black braided hair, and small horns protruding from her head. She was dressed in a pair of black leather pants and tube-top, and carried a pair of tonfa-like weapons on her hips.

"Master Kota. Maris. I'm glad to see you." Leia said to the pair.

"And you as well, Princess. I sense you have new allies for the Alliance." the older man, whom Peter identified as Rahm Kota, said as he 'looked' at both Peter and Oola.

"They look young." the woman, called Maris, said.

"Yes, but they're a lot more than they seem." Leia assured.

Rahm waved his right hand towards the pair, smiling as he read their auras.

"Yes. I agree. Welcome to the Alliance." Rahm said as he gave the pair a nod before continuing on.

Maris gave them a curt nod before following her master.

"Are they Jedi, like Luke?" Peter asked.

"Yes. Maris is Rahm Kota's padawan." Leia said.

"Padawan?" Peter asked.

"I think it means 'learner'. She's supposed to learn how to be a Jedi from Master Kota." Leia explained.

"Luke said there aren't a lot of Jedi left." Peter said.

"No. Most of them were killed years ago, when the Empire took over. Now there are only a few left. We're lucky to have at least three with us now." Leia said.

Suddenly, a shrieking voice caught everyone's attention.

"Oola? OOLA!" a female voice shouted.

"Sienn'rha?" Oola gasped as a blue-skinned female Twi'lek in a white and silver dress rushed towards the green-skinned Twi'lek and tackled her in a hug.

"You're Alive! I'm So Happy!" the blue Twi'lek, identified as Sienn'rha, cried as she hugged her friend tightly.

"I'm glad to see you too! I have so much to tell you!" Oola said as she hugged her old friend.

The last time they had seen each other, was when Luke was in Mos Eisley and rescued them, about two years ago.

Though to Oola it seemed much longer than that. Another life time ago.

Peter and Leia just smiled and watched as the two obviously-friends reunited.

"Oh! Who's this?" Sienn'rha asked, seeing Peter standing next to Princess Leia.

Oola smiled as she led her oldest friend over to her newest one.

"Sienn'rha, this is Peter, the man who saved me in Jabba's palace. Peter, this is Sienn'rha, my oldest friend from Ryloth, my home world." Oola introduced.

Peter gave a small bow to the blue Twi'lek. "Nice to meet you. Peter Parker, at your service."

"You saved Oola from Jabba's palace, it is I who should be at your service." Sienn'rha said with a smile as she shook Peter's hand gently, rubbing her thumb over his hand somewhat affectionately.

Oola gave her oldest friend a small frown, before hugging Peter's arm tightly.

"He's mine, Sienn! Get your own!" Oola hissed slightly.

"It's not my fault he's cute!" Sienn'rha said to her friend, keeping a tight grip on Peter's hand.

Leia just laughed at the display of affection which seemed to have Peter flustered a bit.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

After meeting with Mon Mothma, a stern and regal looking woman in her fifties with short red hair, and getting both Peter and Oola checked out by the ship's medical doctor, (which Peter was stunned to learn was a robot), to make sure they weren't carrying anything dangerous or subversive, Leia was able to get Peter and Oola their own quarters, which came with a shower and a personal computer.

Oola was grateful to have the shower, only because it was a luxury she had been denied for years on Tatooine.

While the Twi'lek dancer indulged herself, Peter took the time to look up the necessary information that had peaked his curiosity.

With the rest of the fleet assembling, Leia gave Peter access to the Republics history and technical data reports, so as to catch him up in the 'math and science' department of their universe.

Peter was already marveling at the highly advanced technology that was around him when he arrived on _Home One_. He was also slightly surprised to find out that the ship belonged to Admiral Gial Ackbar and his race, the Mon Calamari, whom to Peter looked like humanoid squid people.

The ship itself was 1300 meters long, with a crew of approximately 5,402, and had been modified from a civilian deep-space exploration vessel, into the lead battleship of the Alliance. It could carry 1,200 troops and 20,000 metric tons of cargo.

There were more details and logistics involved that Peter could see, but just from that brief review of the statistics of this one ship, it showed that this universe was by far more advanced than any society he had been a part of previously.

Oh, he knew that there were several alien races, such as the Kree, The Skrulls, and the Shi'ar, that had such technologically advanced lifestyles, but he was part of the Earth-race, and that meant a very limited technological advancement.

Looking back at the screen, Peter continued to read.

Prior to the rise of the Galactic Empire, approximately 23 years ago, everything had been known as the Galactic Republic, which had lasted for at least 25,000 years. It was a democracy, ruled by a Senate that was headed by a Supreme Chancellor.

Much like the United States was headed by a president.

Then came the Clone Wars, the largest interstellar conflict not seen since the formation of the Republic. A group of planets, known as the Confederacy of Independent Systems, led by a man known as Count Dooku, broke away from the Republic, and with their army of droids sought to establish a new order, even accusing the current Republic of being corrupt.

The Clone Wars only lasted four years, but it shook the entire galaxy and the Republic so much, that The Emperor was able to manipulate events so that he could completely take control of everything, making himself the absolute ruler of a tyrannical regime where only he made the rules.

The whole thing was made worse by the fact that The Emperor was a Sith, the evil enemies of the Jedi Knights, who for over 1000 generations had protected the Republic. The Emperor, known as Palpatine, had managed to stay under the Jedi's radar, and manipulated everything from Count Dooku and the Separatists breaking away, to the creation of the Clone Army, to the war itself, to the devastating Order 66 which resulted in the execution of hundreds of Jedi throughout the galaxy.

Peter sighed as he turned away from the computer.

_It's a far larger universe I've landed in than the one I used to know._ Peter thought as he tried to comprehend everything that had happened to him in such a short period of time. _I'm pretty much out of my depth here. And of course, there is something else to consider._ He thought as Oola walked out of the bathroom, wrapped in only a white towel. _Wow!_

Oola smiled when she noticed that Peter was staring at her. She couldn't blame him. Her skin, now freshly washed, was a much brighter shade of green than it had previously been on Tatooine. The dirt and sand and grime that had coated Oolas features from her time in Jabba's palace were gone, giving her a more glowing appeal than before.

Her years of dancing had conditioned her body to an attractive and shapely image. And her dexterity and agility from dancing had only added to her gracefulness and sensuality.

Plus she had not noticed any sign of revulsion or disgust coming from Peter. He liked how she looked, though there was something stopping him from doing anything about it.

Or was it her?

Oola had suffered horribly at the hands of Jabba's men, and any notion of intimacy should have been either suppressed in her mind, or made her completely repulsed.

Then again, Jabba and his men weren't exactly paragons of beauty. Much like the Rancor that was living underneath Jabba's throne room, no one in Jabba's palace was in any way attractive to her.

(This did not include the female singers who were treated better than she had been)

Peter, however, was a sharp contrast to them. He wasn't just physically appealing to the Twi'lek dancer, he was also kind, understanding, helpful and brave. And while powerful and skillful, he was also humble and intelligent.

Being the first attractive male she had seen in years, Oola found herself wanting to give herself to this stranger from another universe.

Yes, Peter had told the beautiful alien dancer about his life: where he had come from, how he gained his powers, what kind of life he had lived, and how he (and Dr. Doom) had come to this place.

While she hadn't really understood most of what he had told her, she was nevertheless willing to believe what he said. Mostly due to the fact that she owed him something.

Oh, Peter would never accept her body as payment, she knew this, but the more she thought about it, the more she actually liked the idea of being a 'gift' to him.

"Oola?"

"Wah.. Yes, Peter?" she gasped, shaken out of her thoughts.

"Are you alright?" he asked, standing next to her.

Oola blushed a little as she smiled.

"Sorry. I was just thinking about a few... things... and..."

"And what? You can tell me."

Oola said nothing as she looked at him, before lunging towards him, wrapping her arms around his torso and hugging him tightly.

Peter was a little shocked, but hugged the nearly naked woman back.

"What's wrong?" he asked her.

"You." she managed to say.

"Me?"

"You saved me from a horrible life. You did it because it was right. You asked for no reward. I can't help but feel close to you, even though..." she confessed to him.

"Even though... you don't feel like being close, because of what Jabba and his boys did to you." Peter replied to her.

"Yes. I... I'm sorry, I..."

"Friends don't owe debts to each other." he said soothingly to her. "I saved you because I have a responsibility to use my powers to help people in need." he said as she looked at him square in the face.

"That... is the noblest thing I've ever heard anyone say." she said as she continued to hug him.

After a couple of minutes, Oola pulled back and sniffed the young man.

"Oola?" Peter asked, confused at what she was doing.

"You smell. You need a shower." she said as she took his hand and pulled him towards the shower. "And I need another one." she added.

"Wha... you're going to shower with me?" he gasped.

"Of course. You got me dirty when I hugged you." she said as she dragged the stuttering young man into the shower.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

The Briefing Room on _Home One_ was a large, white and circular room, with stadium-like seats surrounding a circular table-like structure which had built-in computer consoles where the leadership of the Alliance (which Peter had learned was actually called The Alliance to Restore the Republic) was going to conduct their meeting.

Overlooking the Briefing Room was a bridge of sorts, where a group of Mon Calamari were talking and giving orders to other officers.

There were several men in green camouflage uniforms, which Peter took them for some kind of special task force.

There were several other groups of people whom Peter thought looked like pilots, as they were carrying their helmets with them, but also having pipes and tubes stretching out of their suits. Some were wearing orange suits, some were wearing dark green suits, and some were wearing gray suits.

There were other men and aliens wearing regular light brown uniforms with blue sleeves and had strange insignias on the left side of their chests.

There were also a couple of technicians standing before the meeting table/console in the center of the room just pushing buttons like it was a computer. Probably readying it for the meeting. They were dressed in light brown jumpsuits with matching caps on their heads, and headphones with mics dangling from their heads.

He also noticed that a couple of droids were there, including C-3PO.

Peter and Oola sat with Sienn'rha, behind a group of orange-suited pilots, as the blue Twi'lek was explaining her duties to the pair.

"So, you and your group entertain the troops here?" Oola asked, sitting between Peter and Sienn'rha.

"Yes. It helps to give the men, and the women, some entertainment. Renews their spirit, of sorts." Sienn'rha explained.

"You don't do... anything else for them... do you?" Oola asked, nervousness in her eyes as she hugged Peter's arm tighter.

"This isn't like Tatooine, Oola." Sienn'rha said to her friend. "Though... I have had my eye on this one pilot." she said with a smirk.

Peter followed her gaze as she looked at a young man in an orange jumpsuit with short black hair who was talking to a couple of similarly garbed pilots.

Sienn'rha told them his name was Wedge Antilles, leader of Red Squadron for the Alliance.

"Well, well, well, look who's coming up in the ranks." Lando Calrissian said as he entered the room and saw Peter sitting with the two Twi'lek friends.

The dark-skinned man was dressed in a tan shirt, white pants, black boots, and a pale blue cape wrapped around his shoulders. He was also sporting a new patch on his chest from the last time Peter saw him.

"You must be the new General." Sienn'rha said to him.

"Lando Calrissian, at your service." he said to the blue dancer, a charming smile on his lips.

Peter himself was wearing a tan/brown uniform with blue sleeves, but he was sporting a lieutenant's patch on his chest.

"I am Sienn'rha, one of the entertainers here in the Alliance." she said with a smile.

"A pleasure to meet you." Lando said to the blue Twi'lek. "And you're a lieutenant, huh?" he said, turning to Peter.

"Seems kinda fitting." Peter said. "I'd never be a good captain, or a general."

"Skills like yours you should at _least_ be a captain." Lando said.

"Depending on how this mission goes, you might be." Rahm Kota said as he and Maris entered the Briefing Room.

They sat next to Peter, who noticed a blond-haired, blue-eyed woman who was dressed in a black flight suit, come in and sit next to Maris. The raven-haired, red-horned padawan smiled as she saw the woman.

"So, did they make you leader of Gold Squadron yet, Juno?" Maris asked the woman.

"They did, actually. And I'm sure I have you to thank for that, Master Kota." Juno Eclipse said to the elder Jedi Master.

"I merely told Admiral Ackbar and Mon Mothma that you were one of the best pilots in the Empire. It was enough to get them to agree to give you your own squadron." Kota said.

It was then that Peter noticed Han Solo approach his old friend.

"Well, look at you. A General, huh?" Han laughed as he stared at the rank insignia on Lando's chest.

"Someone must have told them about my little maneuver at the Battle of Taanab." Lando chuckled heartily back at Han.

"Well don't look at me, pal, I just told them you were a fair pilot, I didn't know they were looking for someone to lead this crazy attack." Han replied.

"I'm surprised they didn't ask you to do it." Lando retorted.

"Well who says they didn't, but I ain't crazy. You're the respectable one, remember?" Han smiled as he sat down on one of the front row seats of the Briefing Room, right between Chewbacca and Leia.

A chime sounded, calling the meeting to attention as a regal looking woman stepped forward.

"The Emperor's made a critical error and the time for our attack has come." Mon Mothma said to the assembled group.

The group looked a little startled, but gave the woman their full attention. Mothma then dimmed the lights and turned on the holographic model of a mostly circular space station, which had several large chunks missing from it. The station was colored in red, and was seen orbiting a much larger green and blue planet.

"The Data brought to us from the Bothan spies pinpoints the exact location of the Empire's new battle station. We also know that the weapons systems aboard this new _Death Star_ are not yet operational. With the Imperial fleet spread throughout the galaxy in a vain effort to engage us, it is relatively undefended. But most important of all, we've learned that the Emperor himself is personally overseeing the final stages of this _Death Star's_ construction."

Peter noticed that everyone in the room seemed very interested in that. Almost like they realized that this mission was more important than anything they had ever done previously.

"Many Bothans died to bring us this information." Mothma said with a heavy sigh that everyone seemed to catch. She turned towards an alien being, who Peter recognized as a Mon Calamari. "Admiral Ackbar, please."

Mon Mothma stepped back and allowed the alien in question to step up to the holographic-display console.

"You can see here the _Death Star_ orbiting the forest moon of Endor. Although the weapons systems on this _Death Star_ are not yet fully operational, the _Death Star_ does have a strong defense mechanism. It is protected by an energy field that is generated from the forest moon of Endor." he said as the computer model brought up a yellowish energy field being projected from the planet and surrounding the space station itself.

Peter couldn't begin to fathom the energy needed for such a task. It wouldn't really be possible with Earth technology.

"The shield must be deactivated if any attack is to be made." Ackbar continued to explain as the holographic shield on the model disappeared. "Once the field is down, our cruisers will create a perimeter, while the fighters fly into the super structure and attempt to knock out the main reactor." he said as the projection dissolved. "General Calrissian has volunteered to lead the fighter attack." he said, pointing to Lando.

"Good luck." Han Solo said to his friend.

Lando gave him a curious look.

"You're gonna need it." Han added wirily.

"General Madine." Ackbar said, allowing a human male with a light reddish-blond hair and beard to step forward. He was dressed in a tan-ish uniform with blue sleeves and collar, and carrying a swagger stick in his hands.

"We have stolen a small Imperial shuttle. Disguised as a cargo ship and using a secret Imperial code, a strike team will land on the Moon, and deactivate the shield generator." Madine said as he outlined their plan.

"Sounds dangerous." C-3PO said off-handedly.

"I wonder who they got to pull that off?" Leia whispered to Han.

"General Solo, is your strike team assembled?" Madine asked the man in question.

Everyone looked at Han, some surprised at his new rank, or that he was involved in this mission. None of them more visually shocked than Leia.

"Uh, my team's ready, I don't have a command crew for the shuttle." Han said to the general.

"ARGH!" Chewie shouted, raising his arm animatedly.

"That's gonna be rough pal, I didn't want to speak for you." Han said to the Wookie.

"Argh. Roof!" Chewie shouted again.

"That's one." Han replied.

"General, count me in." Leia said to him.

Han smiled as she said that.

"I'm with you too!" Luke Skywalker said as he walked into the meeting room.

Leia went over to him and hugged him as several members of the Alliance seemed happy that Luke was there.

Peter was curious about that and made a mental note to ask them about it later.

As the pair pulled away from each other, Leia seemed to notice a change in Luke.

"What's wrong?" she asked the young man.

"Ask me again some time." Luke replied to her with a smile.

"Luke!" Han shouted as he went over to greet the young Jedi.

"Hi Han! Chewie." Luke said to the man and Wookie.

A blue, silver and white astro-mech droid, named R2-D2, beeped animatedly.

"'Exciting' is hardly the word I would use." the gold C-3PO said to the smaller droid.

"General Solo, could you use additional assistance?" Rahm Kota asked.

"You and your apprentice want to come along?" Han asked the Jedi Master.

"Yes. We feel our talents could be put to better use assisting in your mission." Kota said to the man.

Han smiled. "Sure thing. I like having _three_ Jedi Knights on my team."

While Rahm Kota and Maris talked to General Solo, Oola and Peter were conversing by themselves.

"I'm relieved that they didn't ask you to go on this mission." Oola said to Peter.

"Uh... actually, they did." Peter said, sheepishly.

"What?" she gasped as she heard that. "Who?"

"Master Kota. He thinks I could be an asset to them." he said to Oola.

"When did he ask you?" Oola asked.

"Before the briefing, when General Solo was assembling his strike team. When you were talking to Sienn'rha." he explained.

"Wha... And when were you going to tell me?" she asked, slightly upset about all this.

"I was... kinda hoping I didn't have to. I didn't want you to worry about me." he said with a sheepish grin.

Oola didn't know what to think about all this, and left the Briefing Room in a huff.

While Peter felt bad about not telling her, he couldn't say he was surprised by her reaction.

"Peter." Han said, tapping the young man on the shoulder. "We leave in a few hours. You ready?"

"Uh, yeah. I am." Peter said with a sigh.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(_Death Star II_, orbiting the Endor moon)

While thousands of technicians and officers were rushing around, performing their various jobs and duties in order to get the mighty battle station operational on Lord Vader's predetermined schedule, an innocuous white armored storm trooper was walking through a top secret security level where a special top secret operation was being conducted.

Two black-suited technicians and a white-coated scientist were examining a pair of large glass tubes inside which a pair of beings were floating.

The first one was a young human male with short brown hair, about 20 years of age, with an athletic build and fair skin tone. He seemed to have several scars on his body, indicating a rigorous training regime and combat mission souvenirs. He was dressed in what looked like a white diaper with a breathing mask around his face.

The second was an alien girl with orange skin, a white-headpiece, long white headtails with blue stripes, an athletic body of an 18-year old woman, and only a few scars on her body. She was dressed in a white pair of undergarments with a breathing mask over her face as well.

"What are the readings for the first subject?" the scientist asked.

"180 over 75. Breathing steadying, heart rate 60 BPM, and pulse is normal." the first technician said.

"What of subject two?" the scientist asked.

"The effects of the Carbonite freeze have worn off. Her heart rate and pulse have stabilized. She's in good health."

"Good. Lord Vader will be most pleased to hear that."

"I can't believe that he brought these two here to the second _Death Star_ instead of leaving them at the cloning facility in Timira City on Kamino."

"Don't question Lord Vader's decisions. The last one who did, died."

"He clones his apprentice who turned on him, and then revives his old padawan who was encased in carbonite for nearly 20 years. Both of them Jedi when they supposedly died." the second technician stated.

"Yes, yes, yes. Their physical health is first priority, then their mental reconditioning will take place once they are properly prepared."

The storm trooper, who had been largely ignored up until this point, said nothing as he stared at the two figures in their tanks.

"Who are you? What are you doing in here?" the scientist asked.

"Relieving you of your duties." the trooper said as he leveled his blaster at the pair and opened fire.

Three shots, three dead bodies slumped to the floor.

The trooper then went over to the console and quickly set to work, re-calibrating the bacta-tanks so that the two figures would eventually wake up.

"While I'm sure they would make fine assets, they will serve me better to aid in the elimination of my potential rivals." the trooper said as he activated the resuscitation protocols for the two tanks.

Without another word, the trooper grabbed his gun and headed for the hanger.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(Peter and Oola's quarters, _Home One_)

Oola was pacing back and forth, upset at what had happened.

The mission that Peter was going on was a dangerous one. While important to the ending of the Empire it was still risky.

There was a part of her that was sure he would be alright. But there was another part of her that was worried he might not return.

"I want to help him, but... how can I? I'm not... I'm not a fighter, or a soldier, or a Jedi. Why am I even thinking about this? I haven't known Peter that long, and yet I'm so worried about him, that... what am I going to do?" she cried as she sat on her bed.

"Perhaps I can help." a soft voice said to her.

Oola looked up and gasped when she saw who it was.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(_Home One_ hanger bay, a few hours later)

Peter was in the hanger of _Home One_, working on the Imperial shuttle that the strike team was going to take to the Endor moon.

"Alright. Looking good. You pick that up fast, son." the chief mechanic said as the rest of the strike team continued to board the shuttle.

"Thank you, sir." Peter said to the man.

Peter had often been a fast study. While understanding advanced math and science always came easy for him, having access to some of the most advanced and up-to-date technologies such as that which came from Stark Industries and Freedom Four Plaza, not to mention SHIELD, helped considerably.

The technological systems that the Alliance had at its disposal were far superior, but with a few pointers here and there, Peter was acclimating at a rapid pace.

Which for him was a good thing.

_I wouldn't be much use to them if I didn't know what I was doing_. Peter thought as he continued to tinker with some of the ship's systems. _Even if I am stronger and faster than a lot of them. _

"Alright! We're ready to go!" Han shouted to Peter.

"Here we go." Peter said with a sigh as he boarded the shuttle craft.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Authors Notes:

This whole chapter introduced a bunch of characters who were known to have existed at the time the Rebellion was formed.

Rahm Kota. Maris Brood. Juno Eclipse. Sienn'rha.

So I thought it best to just add them to this whole thing as well, since it was never touched upon in a lot of Star Wars stories.

Also, I need to know something. I need feedback on the scene below in order to continue the story.

It's basically, whether or not to give Oola special powers, or just keep her the way she is.

Your reviews will decide the outcome.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

POTENTIAL FUTURE SCENE

"Perhaps I can help you." a voice said to Oola.

"Who... who are you?" Oola asked.

"In life I was Aayla Secura, Jedi Knight and General of the 327th Star Corps during the Clone Wars." the blue-ghost Twi'lek said to the green-skinned Twi'lek.

"But... you died?" Oola asked.

"Shot in the back, is the more accurate description." Aayla said.

"What do you want?" the dancer asked.

"To help you." the ghost replied.

"Help me? How?"

"By giving you my powers and knowledge."

"But how... I mean... I don't understand."

"Yes. There is much you do not understand, but through The Force many things are possible."

"But why me? And why now?"

"Something has happened. A disturbance, unlike any we have ever felt. Potentially more damaging than anything the Sith were capable of in centuries past. We have been called back to give new life to the Jedi. By choosing avatars who can stand in our stead. Your friend, Peter, will need your help, if he is to help save our universe."

"Peter? What does he have to do with this?" Oola asked anxiously.

"A great deal, actually."

"But, I'm not a Jedi. I couldn't possibly..."

"To those who believe in the Force, anything is possible. Especially to help those who do not believe in things they know nothing about."

"But I thought it took years for a person to become a master. How can I be what you were, in order to help Peter and the Alliance?"

"Let me show you." Aayla said as she stepped up to Oola and merged with her body.


	3. Mission To Endor

_**SPIDER-MAN and OOLA  
**_by Gunman

Disclaimer: I do not own Spider Man or Star Wars.

Summery: The Battle of Endor begins, and Spider-Man discovers his girlfriends new powers, while another sinister plot is carefully being hatched.

Idea from wereknight.

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Chapter 3  
**Mission To Endor**

The Imperial shuttle flew through hyper space with little trouble, despite that the vessel was not built for the co-pilot of the ship.

"Yeah, I know, Chewie. You'll just have to make due." Han Solo said to the Wookie.

Han looked back and saw the rest of his team manning their stations.

The shuttle itself seemed to be divided up into three parts.

The cockpit, where he, Chewbacca, Luke, Leia and C-3PO were sitting. Han was in the pilots seat on the left side of the shuttle, Chewie was in the co-pilot seat to his right. Luke was behind Han in the Radio/Communications seat. And Leia was across from him in the Navigation seat.

R2-D2, being an astromech, was with Leia in case she needed assistance. 3PO was next to Luke in order to translate anything that might come across to them.

Behind the cockpit was the Entry Ramp, where the crew and passengers boarded. Equipment storage was right before the cargo and passenger seating hold.

There was seating for ten in the cargo hold, which included seven commandos, one Jedi Master, one Jedi Padawan, and one special operative with spider-like abilities.

However, unbeknownst to them, at the moment, there was a stowaway in the cargo hold.

Which was fortunate for the stowaway since they didn't have too much cargo to store. Just enough to give the illusion of parts and a technical crew, should their ship get scanned by any Imperial ships.

Peter, dressed in a camouflage suit like the rest of the commandos, was keeping himself busy by going over the technical blueprints of both the ship they were on, and the deadly battle station they were going to help bring down.

_This thing is capable of destroying a planet._ Peter thoughts as he examined the plans taken of the first _Death Star_. _And Luke blew the first one up, by shooting a couple of photon torpedoes down an exhaust port?_

He was fortunate that this new battle station, despite rumored enhancements, were still based off of the plans that R2-D2 had once smuggled off the counselor ship carrying himself, C-3PO, and Princess Leia to Tatooine.

_Guess they're not going to make that mistake again with this new battle station. They may have made some modifications. But..._ Peter thought as he remembered the briefing that Admiral Ackbar had given a few hours ago. _Flying into the super structure is possible, since the thing is still under construction, but will the _Millennium Falcon_ fit? It's smaller than most of the cruisers, but still larger than the single-man fighters. _

"Heads up, people! We'll be arriving on Endor in less than 20 minutes!" Han shouted to the group, even though he could have used the intercom for that.

_That's quick flying._ Peter gasped when he realized just how far they were from their previous location. _Traveling through hyper-space really is faster than flying a plane across the Atlantic. Even in a Quinjet. _

"Are you confidant, Maris?" General Kota asked his padawan.

"Yes, master. I sense another presence here amongst us." Maris said, looking around and doing a count.

"How many, exactly?"

"Seven commandos, three Jedi, two droids, one princess, one wookie, one newly minted general, one lieutenant with unique talents, and a... Twi'lek." she said.

At hearing that, and after listening to the count that Maris had just made, Peter was awake and looking around as well.

"Are you sure it's a 'Twi'lek?" Kota asked.

"Yes." Maris replied.

"Where?" Peter asked, getting into their conversation.

"I can sense her... below us."

Peter looked down.

"Her? The cargo hold?"

The other commandos were aware of what was going on, and readied their weapons.

Peter went over to the cargo hatch, and opened it up. Seeing nothing, and his spider-sense not going off, he jumped down into the storage hold. Taking a small flashlight from his belt he looked around and still saw nothing.

"Alright, come on out!" Peter said to the darkness.

It was then that a familiar, green-skinned face leaned out from behind one of the crates.

"Oola?!" Peter gasped.

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"I can't believe you did this!" Leia all but screamed at the Twi'lek dancer as she sat in the cockpit of the shuttle. Oola was sitting in her seat in the cockpit while Leia was trying to pace within the shuttles small confines. She was dressed the same as Leia was, in tan and white pants and shirt, with a camouflage poncho around her shoulders. "We're on the single most important mission we've ever undertaken for the Alliance, and you snuck aboard our ship... to be with your boyfriend?"

Peter actually blushed a little at hearing that, knowing that the princess was talking about him.

Master Kota and Maris were doing their best to keep the commandos from ease-dropping, while Han continued to fly the shuttle and Chewie was getting upset at the controls once more.

Peter was standing next to Luke, who was looking at the spider-human for insight into this. Peter just shook his head in response, telling Luke that he didn't know.

"I apologize, Princess, but I... just wanted to be with Peter. I feel safer when he is near." Oola said.

Leia wasn't sure how to take that. She was furious and understanding at the same time. However, they had a mission to attend to.

"We can't take her back, and we can't just drop her off." Luke said, throwing his two cents in.

"I won't be any trouble." Oola interjected. "In fact, I think I can help you."

"Help us? How?" Leia asked.

"Well..."

"Sentry ships coming into range!" Han shouted, interrupting the discussion.

Leia groaned as she pointed at Oola angrily.

"We'll finish this later." Leia said and went to stand behind Han.

"If they don't go for this, we're gonna have to get out of here pretty quick, Chewie." Han said.

"Arrrr!" the Wookie agreed.

("_We have you on our screen now. Please identify_.") the communicator chirped.

"Shuttle _Tydirium_ requesting deactivation of the deflector shield." Han responded to the incoming transmission.

("_Shuttle Tydirium, transmit the clearance code for shield passage_.") the Imperial operator ordered.

"Transmission commencing." Han replied as he sent the code.

"Now we find out if that code is worth the price we paid." Leia said with a heavy tone in her voice.

"It'll work. It'll work." Han said with cocky assurance.

"Vader's on that ship." Luke said eerily.

"Now don't get jittery, Luke. There are a lot of command ships. Keep your distance though, Chewie. But don't _look_ like you're trying to keep your distance."

"Arrrr?!" the Wookie asked.

"I don't know. Fly casual." Han replied.

("_Shuttle Tydirium, what is your cargo and destination_?") the Imperial asked.

"Parts and technical crew for the forest moon." Han replied.

"I'm endangering the mission. I shouldn't have come." Luke said worriedly.

"It's your imagination, kid. Come on. Let's keep a little optimism here." Han replied.

"This is taking too long." Leia said after several tense seconds.

"I know. They're not going for it, Chewie." Han said to the Wookie.

Suddenly, the communicator activated.

("_Shuttle Tydirium, deactivation of the shield will commence immediately. Follow your present course_.")

"O.K.! I told you it was going to work. No problem." Han said with a smile.

With their passage to the planet achieved, the strike team relaxed for a bit before landing.

Peter pulled Oola back into the cargo area where the others were seated. Peter returned to his seat, with Oola sitting in his lap.

This was mostly because there were not enough seats for the additional Twi'lek guest, which earned more than a couple snickers from the commandos.

"Oola, what's going on? What did you mean when you said you could help us?" Peter asked.

"After you told me that you were going on this mission, I was upset. It's a dangerous mission, and I was worried you might not return." Oola replied.

"This is a war against the Empire, isn't it? Everything we do is dangerous." Peter replied.

"I know. And I wanted to help. But... I didn't have any skills which could help. At least... none that I had time to learn. I was upset. Sad. And that's when... she appeared."

"She?" Peter asked, curious.

"A ghost, of a Jedi named Aayla Secura." she explained.

At hearing that, both Rahm and Maris looked at the Twi'lek dancer with curiosity.

"Aayla? She died during the Clone Wars. Killed by her own troops, on Felucia, I think." Rahm Kota said.

"Yes. She told me that. But she also told me that something bad was going to happen, and that the Alliance would need all the help it could get. I wanted to help, and because I am a fellow Twi'lek, she offered to help me." Oola explained.

"Help you, how?" Peter asked.

"She gave me a power." Oola replied.

Maris and Kota both looked at Oola, confused and curious.

"What power?" Peter asked. "And ghosts can actually do that?"

Oola looked at Peter as if she was confused by his acceptance of her story.

_Has he met ghosts before?_ she wondered as she explained. "The Force resides in all life in the universe. While she could not give me the same powers and skills she once possessed, she was able to give me something else."

"What?" Peter asked.

"She called it a 'Force Field'. At first I thought she was being funny, but... well, look." Oola said as she got up off of Peter's lap and stretched her hands forward.

Instantly, a shiny and slightly transparent sphere surrounded the green dancer's body, a couple of feet out from her own body.

Peter, the Jedi, and the commandos all looked at her in shock.

"Does it work? I mean...does it protect you?" Peter asked, standing up and staring at the field like he was analyzing it.

"There's one way to find out." one of the commandos said as he lifted his blaster and leveled it at the green woman.

"No!" Master Kota said, halting the commando. "Not in here! It could bounce off that field and hit any one of us."

"Right. Sorry." the commando replied.

"Then let's try something else." Maris Brood said as she stood up and pulled her lightsaber from her belt.

Activating the green-blade of her tonfa-saber, she poked and slashed at Oola's force field, seemingly unable to penetrate it.

"If my sabers can't cut it, that field will be an advantage to us and our mission." Maris said as she deactivated her weapon.

"Only if we run into people trying to kill us." one of the commandos muttered in a low voice.

"I'm sure there will be." a second commando replied to his friend.

"There's something else." Oola said as she dropped her force field. "I can also do this." she said as her body suddenly became translucent, until her body was completely invisible.

Her clothes, however, remained.

_She's got the same powers as the Invisible Woman_. Peter mentally gasped as the group looked at her in surprise.

After a couple more seconds, Oolas body became visible.

"I... can't do that too long." Oola said, slightly out of breath. "I can only stay invisible for a short period of time. But I can create a force field without feeling tired."

"Hmm. Internal translucence, vs external translucence." Peter mused.

"Pardon?" Maris asked when she heard what Peter has said.

"Nothing. Just wondering if there isn't a reason for it. I'll need time to figure it out. Still... that's amazing!"

Oola smiled, pleased that Peter was not upset with her. Or was it that he was more assured that she could protect herself whenever he was not around?

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(Death Star II, secret level)

Galen Marek grimaced as he looked around the dark room, feeling a sinister presence about where he was.

The last thing he remembered was being killed by the Emperor while Juno and Kota were trying to get the rebellious Senators away from the space station.

But as he read the readouts of the instrument panel of the computer before him, he grimaced.

"Five years. I've been dead... and reborn. By Vader!" Galen hissed.

"Who is this Vader you keep mentioning?" Ahsoka Tano, the lovely Togruta teenager asked as she straightened her clothes, feeling them to be a bit tight on her body.

"He was the one who trained me to be a Sith. The one who killed my parents. The one who used and manipulated me to flush out the Emperor's enemies. But it seems he failed in that respect." Galen explained as he grabbed a black shirt and pulled it over his torso.

Ahsoka looked at the computer readouts and gasped.

"I've... Oh God! I've been in that carbonite freeze for over 20 years!" she said as her hands cupped the sides of her face. "I... I don't even remember how I got into it!"

However, that wasn't what was worrying her the most. Yes, she had lost decades of her life, though she looked no older than 18 years of age. But as she continued to read the information from the computer, she gasped in horror.

The Sith now ruled the galaxy. The Jedi were all but extinct. The Republic she once fought for was no more.

"Well this is interesting." Galen said as he approached Ahsoka.

"What is?" she gasped, still not yet able to comprehend everything that had happened to her.

"This." he said as he revealed a special case with four lightsabers lying inside four specially made lightsaber-shaped holes.

"Hey! My saber and my shoto!" Ahsoka gasped as she pulled them out of the black case.

"And these are mine, too." Galen said as he levitated the last two sabers from the case, then put the case down on the nearby table with his hands, before levitating the two sabers into his palms.

However, when the pair ignited their weapons, they received a shock.

"The blades... they're red!" Ahsoka gasped.

"Hmm." Galen mused. "I'm starting to think this was a set-up to something more."

"What? They wanted to turn us into Sith agents?" Ahsoka asked.

"Maybe. We need more intel, and maybe a way out of here." Galen said.

"Wherever 'here' is." Ahsoka huffed.

Galen and Ahsoka extinguished their sabers.

"And we're gonna need some new crystals." Galen said.

"Easier said than done." Ahsoka replied.

The pair looked at each other before realization flashed.

"I'm Ahsoka Tano, by the way." the Togruta teen said, introducing herself.

"Galen Marek." the young man said, introduced himself.

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(Geonosis)

The shuttle craft landed on the barren wasteland that was once the main base of operations for the Separatist Alliance.

After the Clone Wars had ended, the Imperial forces of the newly established Emperor had moved as many of the Trade Federation, Techno Union Army, and Commerce Guild ships and equipment to the desert planet, as a sort of junkyard.

All manner of ships, droids, and weapons could be seen, powerless and gathering dust. The humid planet atmosphere helped the devices not to rust, but it had been like this for more than 20 years.

There were at least a dozen Trade Federation battle spheres, including dreadnaughts, cruisers and destroyers all lined up across the landscape. Most were damaged and a lot of them had been picked clean and salvaged from, yet they were mostly intact.

There were hundreds of drop ships laying about as well.

Not to mention the dozens of different types of droids, everything from small maintenance droids to thin battle droids, bulky super battle droids, spider-droids, commando droids, spider-droids, hail-fire droids, droideka's, droids made for spying and sabotage, crab-like droids, and of course tactical droids.

The white armored figure looked over the junkyard landscape and sighed.

"This will take a lot of work. But... I have time and the means to resurrect this machine army. And soon, this galaxy will once again have a true ruler to save it from it's own petty shortcomings." the man said with a malicious and devious smile on his lips. "And without any annoying _heroes_ such as _Reed Richards_ to halt my ambitions."

However, as he continued to walk across the terrain, searching for some kind of command station, he was vaguely aware that he was being watched.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(Endor)

Once the shuttle had landed in a thick forest area, the strike team disembarked and quickly started making for the shield generator station.

They only had 24-hours before the Alliance launched their attack. Any more time and the Empire would detect their presence and try to sabotage them.

Han was leading the team towards the generator station, with Chewie, Leia and Luke right behind him. C-3PO was following behind them, with Peter carrying R2-D2 since the terrain wasn't very accommodating to astrodroids. Oola was following him, then came Master Kota and Maris Brood. The other seven commandos were following the rest.

Within less than an hour, the group suddenly paused at Han's silent hand gestures.

Curious, Peter set R2 down and moved up alongside Han and the others. Kota and Maris joined them and did Oola.

"What is it?" Oola asked quietly.

"Imperial biker scouts." Luke said.

Looking over, Peter saw the white armored scouts, which he realized wore a slightly different version of the white armor that the regular storm troopers did. He knew this thanks to the files Leia had provided him.

"Can we go around?" Leia asked.

"It'll take time." Luke replied.

"This whole party will be for nothing if they see us." Han said.

"Arrr!" Chewie agreed.

"Chewie and I will take care of this, you guys stay here." Han ordered.

"Quietly! There might be more of them." Luke whispered to them.

"General! Let me do it." Peter said.

"You?" Han asked quietly as the group looked at him.

"I've got experience in sneaking around." Peter replied.

"Hmm. Alright, get going." Han said to the lieutenant.

Much to everyone's amazement, including the blind Kota, Peter quickly climbed up the nearest tree without any kind of equipment or even the use of the trees ridges or branches. He scaled it to the near top of the tree, like he could literally adhere to the smooth, bare sides of the tree itself, nearly twenty meters up, before jumping towards the next tree which was several meters away.

The whole strike team just gasped at Peter's exceptional display of skill, dexterity, and agility.

Oola was starting to understand more and more why he called himself Spider-Man. She was just glad he didn't look like one.

Peter looked down from the tree that one of the biker scouts was standing behind, and carefully crawled down the tree to him.

The biker scout didn't hear anything, and neither did his partner, as Peter grabbed him and hoisted him up by the scruff of his neck, before stabbing at the exposed, black fabric around his neck.

He silently thanked Felicia Hardy for teaching him those non-lethal pressure-point techniques.

It was then that the second biker scout noticed that his partner was missing.

"Huh? Wha... Josen? Josen! Where are you?" the scout called out, looking around the tree where his partner had been. "Where in the AH!" he cried out as he was suddenly hoisted up by his neck, a sharp pinch to his neck rendering him unconscious.

The pair were quickly tied up as Han and the others approached him. Oola was at Peter's side in an instant.

"Way to go, kid." Han said. "I knew it was a good idea to have you along."

Luke and Leia just rolled their eyes at Han's words.

Suddenly, one of the commandos started shouting.

"What the..." Han gasped as everyone turned around to see what the commotion was.

"General! Two More Of Them!" the commando shouted as everyone turned to see two more biker scouts on speeder bikes quickly turn and fly off. Within seconds they were out of range.

"They're Getting Away!" Leia shouted as she swiftly jumped on one of the speeder bikes and took off after them.

"Leia Wait!" Luke shouted as he quickly jumped on the second bike and took off after them.

"Hey! What are you..." Han shouted, but it was too late.

The rest of the group just looked stunned, having lost two of their team in a matter of seconds.

Peter, for once, was glad that what had just happened was not his fault.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

Authors Notes:

I'm sure people have a lot of questions, but I'm not gonna give anything away just yet.

The next chapter will have the appearance of another group of unique individuals who have a grudge against the Empire, and will join the strike team in helping to take down the battle station and the coming legions of storm troopers.

As always, read and review.

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(Idea from F-14 Tomcat Lover)

At first it was all going well. They had captured the Rebel Strike Force with minimum fuss and minimal loss. As they had prepared to move them off though, a whole rank of Stormtroopers had died, holed through where they had stood with a single shot.

Then came the mortars and the chatter of slug throwers that were proving VERY effective.

For Peter, he knew the sounds. Especially that throaty sound that always eminated from a Browning Heavy Machine Gun. Those .50 cal machine guns were simply punching holes bigger than his fist in the armor of the Stormtroopers.

"Glad to see you captain," Peter shook hands with a US Army captain, he recognized the man from a previous mission before his 'current' one, "Also glad that weapon didn't atomize you."

"You and me both," both ducked as a Chicken Walker began strafing the area until a Javilin came down from above, "Got an idea of what's going on, but I would like some more details."

"The defenders are a tyrannical empire and the attackers are a multi-species alliance dedicated to restoring democracy," when he saw the blank look on the captain's face, he amended, "Space Nazies vs the United Federation of Planets."

"Works for me," as the captain waved his men forward.

Fortunately, his troops had been re-equipped with newer rifles. They all fired a new heavy bullet of 6.8mm range, except for his marksmen. They had the latest incarnation of the venerable M14 DMR and continued to use 7.62mm NATO, only of a newer variety.

It was at that moment, a series of portals opened and a very familiar shield few into the heads of several Storm troopers who were knocked on their asses.

"AVENGERS ASSEMBLE!" the star-spangled Avenger shouted.

"Now that's what I wanted to hear!" Spider-Man smirked.

HHHHHHHHHHHHHHHHHHHHHHHHHHH

(Extra Scene by Gunman)

Peter climbed down along the tree trunk, his web-shooters at the ready as the biker scout was right behind him.

Stretching out his hands, he fired four strands of webbing towards the scout, tagging his shoulders and his arms.

"What the..." the first scout gasped as he was suddenly moving without any assistance.

"Huh?" the second scout gasped as the first scout punched him in the face.

"What's going on?" the first scout shouted as the webbing continued to move his arms against his will, punching the second scout in the face.

"Why You..." the second scout shouted as he tackled his partner and began to punch him back.

_Thank goodness their helmets make it hard for them to see, and that my new webbing is almost transparent. _Peter thought as the two biker scouts continued to fight. "Dance, puppets, dance!" he laughed quietly so that they didn't hear him.


End file.
